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PROCEDURAL NOTES
DEXUS Property Group is the collective name of four Trusts that
comprise the Security. As each Trust is a separate legal entity each
is required to conduct a separate general meeting.
Christopher Beare, as Chair of the meetings, has determined that
because the business of each of the four meetings is identical, the
results of business of each of the meetings are interdependent, and
the persons eligible to vote at each meeting are the same and have
the same voting power. Each of the four meetings will be conducted
concurrently and the voting on each item of business will also be
conducted concurrently.
Therefore from an administrative and attendee point of view the
conduct of the DEXUS Property Group Annual General Meeting will
be as if it were one single meeting.
Quorum
The quorum necessary for this Annual General Meeting is 20 Security
holders present in person or by proxy. If a quorum is not present within
30 minutes after the scheduled time for the Meeting, the Meeting will
be adjourned as the Chair directs.
Voting in person
If you wish to vote in person, you should attend the Annual General
Meeting on Monday 26 October 2009, registration commencing at
12.00pm with the meeting to start at 12.30pm in Ballroom 4, at the
Westin Hotel, No. 1 Martin Place, Sydney NSW 2000.
Corporations who are Security holders may appoint a person to act as
its representative and so vote at the Meeting. The appointment must
comply with section 253B of the Corporations Act 2001. The
representative should bring to the Meeting evidence of his or her
appointment including any authority under which it is signed.
If your units are jointly held, only one of the joint holders is entitled to
vote. If both joint holders are present at the Meeting, only the vote of
the person named first in the register counts.
Voting by proxy
If you are unable to attend the meeting in person you may appoint a
proxy to attend the meeting in your place. The proxy does not need to
be a Security holder. If you are entitled to cast two or more votes then
you may appoint two proxies and may specify the proportion or number
of votes each proxy is appointed to exercise. If no proportion or number
is specified, each proxy may exercise half of your votes. To appoint a
proxy please complete the accompanying Proxy Form and return it to
the Security Register, Link Market Services Limited, so that the Proxy
Form is received by them by 12.30pm Saturday 24 October 2009.
Instructions for completing your Proxy Form are outlined on the form
and you may return your Proxy Form by:
Lodging it online at www.linkmarketservices.com.au
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in accordance with the instructions provided on the website; or
Posting it in the reply paid envelope provided; ornn
Posting it to DEXUS Property Group’s security registrar
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Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235; or
Hand delivering it to
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Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000; or
Faxing it to (02) 9287 0309 or
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+61 2 9287 0309 (from outside Australia).
You will need your Holder Identification Number (HIN) or Security
Reference Number (SRN) to lodge your proxy form online.
In the case of joint holders the Proxy Form may be signed by any one
holder. You must lodge your valid proxy form at least 48 hours prior to
the time notified for the meeting.
Voting cut-off date
Subject to the following, all Security holders appearing on the register
of Stapled Securities of DEXUS Property Group as at 7.00pm (EST) on
Friday, 23 October 2009 will be entitled to attend and vote at the meeting.
Majority required
Each Resolution is an ordinary Resolution and will be passed if more
than 50% of the votes cast by Security holders entitled to vote on each
Resolution are cast in favour of the Resolution.
Voting exclusions
With regards to Resolution 4, the DEXUS Property Group will disregard
any votes cast by any person who participated in the Institutional
Placement to which the resolution relates or who holds Securities for
the benefit of a person who obtained those Securities by way of the
Institutional Placement or by an associate of such a person.
However, DEXUS Property Group need not disregard a vote if:
a) it is cast by a person as a proxy for another person who is entitled to
vote and their appointment specifies the way in which they are to
vote on the resolution and they vote that way; or
b) it is cast by the person chairing the Meeting as proxy for a person
who is entitled to vote, in accordance with a direction on the proxy
form to vote as the proxy decides.
In accordance with section 253E of the Corporations Act 2001, DEXUS
Property Group and its associates are not entitled to vote their interest
on any resolutions if they have an interest in the resolution other than
as a member.
How the Chair will vote undirected proxies
The Chair intends to vote undirected proxies in favour of all of the
resolutions in the “Business of the Meeting”. DEXUS Property Group
encourages all Security holders who submit proxies to direct their proxy
how to vote on each resolution.
Enquiries
If you have any questions about the Resolutions, attending the AGM,
how to vote or Proxy Forms, please contact the DEXUS Infoline on
1800 819 675 Monday to Friday between 8.30am and 5.30pm (EST)
or consult your financial or other professional adviser.
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